Anti-Takeover Provisions as a Source of Innovation and Value Creation
UNSW Australian School of Business; Financial Research Network (FIRN); Centre for International Finance and Regulation (CIFR)
March 18, 2011
European Banking Center Discussion Paper No. 2011-009
CentER Discussion Paper Series No. 2011-45
Managers are risk averse. Excessive risk-aversion can destroy share-holder wealth. A key source of risk is the threat of an opportunistic takeover designed to take advantage of depressed market prices. This is especially the case in innovative or hard-to-value ('HtV') companies whose price may be depressed due to valuation difficulties rather than managerial under-performance. For these HtV firms, the threat of an opportunistic takeover can destroy value by inducing agency conflicts of managerial risk aversion. Managers and regulators argue that ATPs can ameliorate this problem. This article presents a theoretical model and empirical results that show that for HtV firms, ATPs encourage managers to make value-creating takeovers and increase innovation and do not induce agency conflicts of managerial entrenchment. This implies that for innovative or hard-to-value firms, ATPs can ameliorate managerial risk aversion and encourage value-creation.
Number of Pages in PDF File: 71
Keywords: Takeovers, Acquisitions, Valuation, Governance, Managerial Risk Aversion, Innovation
JEL Classification: G34, O31, O32working papers series
Date posted: April 19, 2011
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